Imagine ... you have been driving along a toll road, and you are thirsty. As you approach a service
area, you consider stopping for a beverage. However, when you think about the time getting off
the highway will add to your trip, you decide to forego the 10-minute detour and to continue
driving, thirst unquenched.

... As you pay your toll, you notice that you have the option of using the Gulp & Gosm service to
purchase a cool beverage, pay for the drink and the toll at the same time, and have it dispensed to
you right at the tollbooth. You have your money in your hand, and the drinks look refreshing. Just
think .. would you buy?

Momentex has identified a significant market opportunity and developed a new service designed
to capture this market as the first mover. The market has a huge global potential... even with only
10 percent of U.S. toll road users purchasing a beverage, annual revenue opportunities are over
$600 million.

Gulp & Gosm, a Momentex service, provides automated beverage ordering, billing and delivery at
tollbooths and other locations where a driver is already engaged in a monetary transaction. This
high-tech beverage distribution system adapts existing technologies to meet the needs
(convenience, speed, safety, capacity, and software interface) of toll road operators and drivers.

Momentex oversees the driver-interface retailing operations while outsourcing some functions,
such as dispenser refilling. Momentex provides public relations and marketing services to facilitate
adoption of Gulp & Go and to increase usage rates, comprehensive customer service, which
creates a feedback loop to ensure continual usage, and systems integration, to design the service
process. The chart below summarizes the Gulp & Go service package.

Market Potential. In a more conservative estimate, based on a purchase rate of 2%, a beverage
can price of $1.25, and the 4.25 billion annual U.S. toll transactions, annual revenue is estimated
at $128 million1.

Purchase rate per tollbooth with Gulp & Go service

Service availability% of total tollbooths

Annual Revenue Potential ($MM)

40%

$128

$255

$510

$765

$1,020

30%

$96

$191

$383

$574

$765

20%

$64

$128

$255

$383

$510

10%

$32

$64

$128

$191

$255

5%

$16

$32

$64

$96

$128

5%

10%

20%

30%

40%

Gulp & Go Potential. In addition to the share of the U.S. market Momentex captures as a first
mover, there is significant international expansion potential as well as additional revenue
opportunities from advertising on the dispensers and exclusive contracts with beverage
companies that can garner "rights-fees." Momentex also anticipates that its proprietary distribution
system will provide a platform for other driver-interface retailing opportunities, such as at the gas
pump or parking garage.

Profitability and Attractive Cash Flow. With attractive gross margins and significant volume,
Momentex will ensure high profitability by minimizing operating costs through outsourcing
non-core activities. As toll roads operate continuously and provide a constant flow of drivers,
Momentex anticipates that its Gulp & Go business model will provide consistent and high cash
flows. Momentex anticipates annual revenue growth of 342% (6-year CAGR) and an EBITDA after
year 6 of $39.3 million.

Income Statement

1999

2000

2001

2002

2003

2004

Revenues

Beverage
Sales

50,465

3,095,518

26,909,900

69,860,379

77,491,282

85,517,164

Commissions
and Sales
Tax

(11,102)

(681,014)

(5,920,178)

(15,369,283)

(17,048,082)

(18,813,776)

Total
Revenues

39,363

2,414,504

20,989,722

54,491,095

60,443,200

66,703,388

Expenses

Raw
Materials

12,112

742,924

6,458,376

16,300,755

18,081,299

19,954,005

Operating
Expenses

374,939

4,534,601

8,939,114

9,297,322

8,041,672

8,417,283

Research
and
Development

469,500

400,000

400,000

400,000

400,000

400,000

Total
Expenses

854,051

5,677,526

15,797,490

25,998,078

26,522,971

28,771,288

Operating
Profit

(814,688)

(3,263,022)

5,192,231

28,493,018

33,920,229

37,932,100

Taxes

276,994

1,109,427

(1,765,359)

(9,687,626)

(11,532,878)

(12,896,914)

Net Profit

(537,694)

(2,153,594)

3,426,873

18,805,392

22,387,351

25,035,186

Trends. Momentex has designed its Gulp & Go service to capitalize upon three key trends: (1)
drivers are increasingly willing to utilize services that provide higher levels of convenience; (2) as
toll road operators become more profit-minded and less bureaucratic, they are searching for new
business opportunities that will both boost their profits and enhance customer satisfaction; and (3)
intense competition amongst beverage companies has led these companies to place an
increasing importance on impulse (single-serving) distribution channels.

Venture Strategy. Momentex will first secure a demonstration site at a smaller toll road and then
roll out Gulp & Go service on commercially attractive tollbooth locations throughout the United
States. In the medium term, Momentex will expand its services by developing other Gulp &Go
platforms and extend its product range beyond beverages. Momentex's long-term objectives are
to develop additional driver-interface retailing opportunities by anticipating the advent of various
wireless technologies.

Management Team. The Momentex team consists of professionals with experience in financial
advisory, strategy, business development, service process management, and transportation
industries.

Melissa Chadwick -- As President and CFO, Ms. Chadwick focuses on business development,
financing and marketing. She has several years of corporate finance and financial advisory
experience and an MBA from The Wharton School.

Zafar Khan - As Chief Executive Officer, Mr. Khan focuses on business development and
operations. He has several years of strategy, public affairs and industry experience and an MBA
from The Wharton School.

David Smith - As Director of Operations, Mr. Smith is actively engaged in developing prototype
hardware and optimizing the service process. He has several years of strategy and process
management experience and will graduate in 1999 with an MBA from The Wharton School.

Paul Glaab - As Director of Channel Development, Mr. Glaab will be responsible for developing
political strategy and gaining footholds within toll agencies. He has 30 years of experience working
in channel development and government affairs for the California DOT, a California toll road
agency, and the international toll road association (IBTTA). (Contract under negotiation.)

In addition, Momentex has established a network of experts who advise in areas such as (1)
automated product delivery, (2) system development and integration, (3) entrepreneurship, (5)
traffic modeling, and (6) toll industry dynamics.

Funding Needs. Momentex has begun preliminary negotiations for a demonstration site with two
private toll roads, the Dulles Greenway (located in Virginia) and Transportation Corridor Agencies
(located in California). To secure approval for a demonstration site, Momentex anticipates that a
physical demonstration of prototype hardware will be necessary and seeks capital to fund the
research and development expenses associated with the prototype and ensuing pilot operation.

Required Investment and Use of Capital. Momentex seeks a commitment of $2 million to fund
prototype hardware and software development, system integration, educational marketing,
operating expenses, and legal fees for a demonstration site and pilot operation. This investment
would position the Company to roll out operations to the major toll roads.

Exit Strategy. Momentex plans to grow the business until it is well received by public markets,
then use an IPO as an exit. A second exit opportunity is through strategic buyers such as
beverage or toll service companies.

High visibility and exposure to target customers 24-hours/day, 7-days per week

Captive customer base

Low cost method of creating brand recognition - - Momentex is essentially buying access to
customers from toll roads by giving the roads a percentage of revenues. Momentex's proposed
commission structure is based on amount of purchases, rather than on total driver exposure.

Unique Service Aspects

Service process and specialized hardware is patent pending

Captures a new piece of point-of-sale retail real estate with guaranteed customer flow

Establishes a new distribution channel - - potential to sell and introduce other products